Section 1. Requirements for Membership.
Any person, firm, association, corporation or body politic or subdivision thereof may become a member In Dixie Electric Cooperative (hereinafter called the "Cooperative") by: (a) Filing a written application for membership therein; (b) Agreeing to purchase from the Cooperative electric energy as hereafter specified; (c) Agreeing to comply with and be bound by the Articles of Conversion and Bylaws of the Cooperative any rules and regulations adopted by the Board of Trustees; and (d) Paying the membership fee hereinafter specified; Provided, however, that no person, firm, association, corporation or body politic or subdivision thereof shall become a member unless and until he or it has been accepted for membership by the Board of Trustees or the members. No member may hold more than one membership in the Cooperative, and no membership in the Cooperative shall be transferable. At each meeting of the members held subsequent to the expiration of a period of six months from the date of incorporation of the Cooperative, all applications received more than ninety days prior to such meeting and which have not been accepted or which have been rejected by the Board of Trustees shall be submitted by the Secretary to such meeting and, subject to compliance by the applicant with the requirements hereinabove set forth, such applications or any one or more of them may be accepted by vote of the members. The Secretary shall give each such applicant at least ten days notice of the date of the members' meeting to which his application will be submitted and such applicant shall be entitled to be present and heard at the meeting.
Section 2. Membership Certificates.
Membership in the Cooperative shall be evidenced by a membership certificate which shall be in such form and shall contain such provisions as shall be determined by the Board of Trustees. Such certificate shall be signed by the President and by the Secretary of the Cooperative and the Corporate Seal shall be affixed thereto. No membership certificate shall be issued for less than the membership fee fixed in these Bylaws, nor until such membership fee has been fully paid for in cash. In case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such uniform terms and indemnity to the Cooperative as the Board of Trustees may prescribe.
Section 3. Joint Membership.
A husband and wife may apply for a joint membership and, subject to their compliance with the requirements set forth in Section 1 of this Article, may be accepted for such membership. The term "member" as used in these Bylaws shall be deemed to include a husband and wife holding a joint membership and any provisions relating to the rights and liabilities of membership shall apply equally with respect to the holders of a joint membership. Without limiting the generality of the foregoing, the effect of the hereinafter specified actions by or in respect to the holders of a joint membership shall be as follows: (a) The presence at a meeting of either or both shall be regarded as the presence of one member and shall have the effect of revoking a proxy executed by either or both and of constituting a joint waiver of notice of the meeting; (b) The vote of either separately or both ]jointly shall constitute one joint vote; (c) A proxy executed by either or both shall constitute one joint proxy; (d) A waiver of notice signed by either or both shall constitute a joint waiver; (e) Notice to either shall constitute notice to both; (f) Expulsion of either shall terminate the joint membership; (g) Withdrawal of either shall terminate the joint membership; (h) Either, but not both, may be elected or appointed as an officer or Trustee, provided that both meet the qualifications for such office.
Section 4. Conversion of Membership.
A membership may be converted to a joint membership upon the written request of the holder thereof and the agreement by such holder and his or her spouse to comply with the Articles of Conversion, Bylaws and rules and regulations adopted by the Board of Trustees. The outstanding membership certificate shall be surrendered, and shall be re-issued by the Cooperative in such manner as shall indicate the changed membership status. Upon the death of either spouse who is a party to the joint membership, such membership shall be held solely by the survivor. The outstanding membership certificate shall be surrendered, and shall be re-issued in such manner as shall indicate the changed membership status; provided, however, that the estate of the deceased shall not be released from any debts due the Cooperative.
Section 5. Membership and Service Connection Fees.
The membership fee shall be five dollars, upon the payment of which a member shall be eligible for one service connection. An additional tee of five dollars shall be charged for each additional service connection.
Section 6. Purchase of Electric Energy.
Each member shall, as soon as electric energy shall be available, purchase from the Cooperative all electric energy used on the premises specified in his application for membership, and shall pay therefore monthly at rates which shall from time to time be fixed by the Board of Trustees; provided, however, that the Board of Trustees may limit the amount of electric energy which the Cooperative shall be required to furnish to any one member. It is expressly understood that amounts paid for electric energy in excess of the cost of service are furnished by members as capital and each member shall be credited with the capital so fur- nished as provided in these Bylaws. Each member shall pay to the Cooperative such minimum amount per month regardless of the amount of elects energy consumed, as shall be fixed by the Board of Trustees from time to time. Each member shall also pay all amounts owed by him to the Cooperative as and when the same shall become due and payable.
Section 7. Termination of Membership.
Any member may withdraw from membership upon compliance with such uniform terms and conditions as the Board of Trustees may prescribe. The Board of Trustees of the Cooperative may, by the affirmative vote of not less than two-thirds of all the Trustees, expel any member who shall have refused or failed to comply with any of the provisions of the Articles of Conversion, Bylaws or rules and regulations adopted by the Board of Trustees, but only if such member shall have been given written notice by the Secretary of the Cooperative that such refusal or failure makes him liable to expulsion and such refusal or failure shall have continued for at least ten days after such notice was given. Any expelled member may be re-instated by vote of the Board of Trustees or by vote of the members at any annual meeting or special meeting.
Upon the withdrawal, death, cessation of existence or expulsion of a member the membership of such member shall thereupon terminate, and the membership certificate of such member shall be surrendered forthwith to the Cooperative. Termination of membership in any manner shall not release a member or his estate from any debts due the Cooperative.
RIGHTS AND LIABILITIES OF MEMBERS
Section 1. Property Interest at Members.
Upon dissolution, after (a) all debts and liabilities of the Cooperative shall have been paid, and (b) all capital furnished through patronage shall have been retired as provided in these Bylaws, the remaining property and assets of the Cooperative shall be distributed among the members and former members in the proportion which the aggregate patronage of each bears to the total patronage of all members during the seven years next preceding the date at the filing of the certificate of dissolution, or, if the Coopera5ve shall not have been in existence for such period, during the period of its existence.
Section 2. Non-Liability for Debts of the Cooperative.
The private property of the members shall be exempt from execution or other liability for the debts of the Cooperative and no members shall be individually liable or responsible for any debts or liabilities of the Cooperative.
MEETINGS OF MEMBERS
Section 1. Annual Meeting.
The annual meeting of the members of the Cooperative shall be held on a day and at a place during each calendar year as designated by the Board of Trustees of this Cooperative beginning with the year 1948 at the hour and place as shall be designated in the notice to the members of the Cooperative. The annual meeting shall be held for the purpose of electing Trustees, passing upon reports covering the previous year and transacting such other business as may come before the meeting. Failure to hold an annual meeting shall not work a forfeiture or dissolution of the Cooperative.
Section 2. Special Meetings.
Special meetings of the members may be called by resolution of the Board of Trustees, or upon a written request signed by any three Trustees, by the President, or by ten per centum or more of all the members, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members may be held at any place within the counties of Montgomery, Bullock or Macon, in the State of Alabama, specified in the notice of the special meeting.
Section 3. Notice of Members' Meetings.
Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting or an annual meeting at which business requiring special notice is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the persons calling the meeting, to each member. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the Cooperative, with postage thereon prepaid. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.
Section 4. Quorum.
As long as the total number of members does not exceed five hundred, ten per centum of the total number of members present in person shall constitute a quorum. In case the total number of members shall exceed five hundred, fifty members or five per centum of the members, which ever shall be the larger, shall constitute a quorum. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice, provided, that the Secretary shall send notice by mail to any absent members of the time and place of such adjourned meeting. If mailed, such noticed shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the Cooperative with postage thereon prepaid.
Section 5. Voting.
Each member shall be entitled to one vote and no more upon each matter submitted to a vote at a meeting of the members at which a quorum is present, regardless of the number of memberships held by him. At all meetings of the members at which a quorum is present all questions shall be decided by a vote of a majority of the members voting thereon in person or by proxy, except as otherwise provided by law, the Articles of Conversion of the Cooperative, or these Bylaws. If a husband and wife hold a joint membership they shall jointly be entitled to one vote and no more upon each matter submitted to a vote at a meeting at the members.
Section 6. Proxies.
Section 7. Mail Balloting.
Any member who is absent from any annual or special meeting of the members may vote by mail upon any motion or resolution to be acted upon at such meeting in connection with the borrowing of funds from, and the sale, mortgage, lease or other disposition or encumbrance of property, to the United States of America or any agency or instrumentality thereof or other lending agency or lending corporation. The Secretary shall enclose with the notice of such meeting an exact copy of such motion or resolution to be acted upon and such absent member shall express his vote thereon by placing a cross (X) in the space provided therefor opposite each such motion or resolution, and enclose each such copy so marked in a sealed envelope bearing his name and addressed to the Secretary. When such written vote so enclosed is received by mail tram any absent member it shall be accepted and counted as a vote of such absent member at such meeting. If a husband or wife hold a )joint membership and are absent from any annual or special meeting of the members they shall jointly be entitled to vote by mail as provided in this section. The failure of any such member to receive a copy of any such motion or resolution or ballot shall not invalidate any action which may be taken by the members at any such meeting.
Section 8. Order of Business.
The order of business at the annual meeting of the members and, so far as possible, at all other meetings of the members shall be essentially as follows: 1. Call of the roll or registration of members. 2. Reading of the notice of the meeting and proof of the due publication or mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be. 3. Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon. 4. Presentation and consideration of, and acting upon, reports of officers, directors and committees. 5. Election of Directors. 6. Unfinished business. 7. New business. 8. Adjournment.
Section 1. General Power.
The business and affairs of the Cooperative shall be managed by a board of nine Trustees which shall exercise all of the powers of the Cooperative except such as are by law, or by the Articles of Conversion of the Cooperative, or by these Bylaws conferred upon or reserved to the members. The territory served or to be served by the Cooperative shall be divided into seven districts, the boundaries at which shall be so fixed as to best keep representation on the Board fairly divided among the members. In turn, there shall be two additional districts which shall be identified as "at-large". Each of the districts numbered one through seven shall be represented by one Trustee who must be a member receiving service from the Cooperative within the district which he represents. Each of the "at-large" districts, numbered eight and nine, shall be represented by one Trustee who must be a member receiving service from the Cooperative. Detailed descriptions of districts have been adopted as of July 26, 2006. For a listing, please contact the Cooperative.
The Board of Trustees at any regular or special meeting thereof held not less than thirty days prior to any annual meeting of the members or special meeting of the members held in lieu of such annual meeting, may, by resolution, alter the geographical boundaries of the seven districts with the aim of arranging more equitable districting. Upon the submission of a petition signed by 5fty or more members of the Cooperative, the President of the Cooperative shall be required to call a special meeting of the Board of Trustees to consider and take action upon the rearranging of the geographical boundaries of the seven districts to accomplish the purpose of this districting provision. Notwithstanding any provisions of this section, a violation of such districting provisions shall not invalidate or in any way affect or impair the validity of any corporate action.
Section 2. Qualifications and Tenure.
Trustees shall be elected by ballot at each annual meeting, however, the trustees from the "at-large" districts (District 8 and District 9) shall be appointed by the Board of Trustees for their first term of office. Said Trustees shall be elected (except those to be appointed as above provided) for staggered terms commencing at the annual meeting of members to be held in the year 1972. The term of office for the Trustees from Districts 3, 7 and 8, shall be one year; the term of office for the Trustees from Districts 1, 5 and 9 shall be two years; and the term of office for the Trustees from Districts 2, 4 and 6 shall be three years. Thereafter Trustees shall be elected only for those Trustees whose terms have expired and they shall each be elected for a term at three years or until their successors shall have been elected and shall have qualified. No person shall be eligible to become or remain a Trustee who: (a) Is not a member and bona fide resident in the area served, by the Cooperative; or (b) Is in any way employed by or financially interested in a competing enterprise or a business selling electric energy or supplies to the Cooperative, or a business primarily engaged in selling electrical or plumbing appliances, fixtures or supplies to the members of the Cooperative; or (c) Is the incumbent of or candidate for an elective public office in connection with which a salary or compensation in excess of one hundred dollars per annum is paid. Upon establishment of the fact that a trustee is holding office in violation of any of the foregoing provisions, it shall immediately become incumbent upon the 8oard of Trustees to remove such Trustee from office. Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Trustees.
Section 3. Nominations.
It shall be the duty of the Board of Trustees to appoint, not less than thirty days nor more than sixty days before the date of a meeting of the members at which Trustees are to be elected, a committee on nominations consisting of not less than five nor more than eleven members who shall be selected from different sections of the project area so as to insure equitable representation. No member of the Board of Trustees may serve on such committee. The committee, keeping in mind the principal of geographical representation, shall prepare and post at the principal office of the Cooperative at least twenty days before the meeting a list of nominations for Trustees, but any fifteen or more members acting together may make other nominations by petition ret less than fifteen days prior to the meeting and the Secretary shall post such nominations at the same place where the list of nominations made by the committee is posted. The Secretary shall mail with the notice of the meeting or separately, but at least seven days before the date of the meeting, a statement of the number of Trustees to be elected and the names and addresses of the candidates, specifying separately the nominations made by the committee on nominations and also the nominations made by petition, if any. Nothing contained herein shall, however, prevent additional nominations from the floor at the meeting of the members. Notwithstanding anything contained in this section, failure to comply with any of the provisions of this section shall not affect in any manner whatsoever the validity of any election of Trustees.
Section 4. Removal of Trustees by Members.
Any member may bring charges against a Trustee by filing such charges in writing with the Secretary, together with a petition signed by at least ten per centum of the members and request the removal of such Trustee by reason thereof. The Trustee against whom such charges have been brought shall be informed in writing of the charges at least five days prior to the meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him shall have the same opportunity. The question of the removal of such Trustee shall be considered and voted upon at the next regular or special meeting of the members and any vacancy created by such removal may be filled by vote of the members at such meeting without compliance with the foregoing provisions with respect to nominations.
Section 5. Vacancies.
Subject to the provisions of these Bylaws with respect to the filling of vacancies caused by the removal of Trustees by the members, a vacancy occurring in the Board of Trustees shall be filled by the vote of a majority of the remaining Trustees for the unexpired portion of the term of the Trustee in respect of whom the vacancy occurs, provided, however, that the member so selected to fill the vacancy shall reside in the same district as the one from which the Trustee he succeeds was elected.
Section 6. Compensation.
Trustees as such shall not receive any salary for their services, but by resolution of the Board of Trustees a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board of Trustees. No Trustee shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a Trustee receive compensation for serving the Cooperative, unless the payment of compensation shall be specifically authorized by a vote of the members of the service by such Trustee or close relative shall have been certified by the Board of Trustees as an emergency measure.
MEETING OF TRUSTEES
Section 1. Regular Meetings.
A regular meeting of the Board of Trustees shall be held without notice other than this Bylaw, immediately after, and at the same place as, the annual meeting of the members. A regular meeting of the Board of Trustees shall also be held monthly at such time and place as the Board of Trustees may provide by resolution. Such regular monthly meetings may be held without notice other than such resolution fixing the time and place thereof.
Section 2. Special Meetings.
Special meetings of the Board at Trustees may be called by the President or by any three Trustees, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. The President or the Trustees calling the meeting shall fix the time and place for the holding of the meeting.
Section 3. Notice of Trustees' Meetings.
Written notice of the time, place and purpose of any special meeting of the Board of Trustees shall be delivered not less than five days previous thereto, either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the President or the Trustees calling the meeting, to each Trustee. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Trustee at his address as it appears on the records of the Cooperative, with postage thereon prepaid.
Section 4. Quorum.
A majority of the Board of Trustees shall constitute a quorum, provided, that if lees than such majority of the Trustees is present at said meeting, a majority of the Trustees present may adjourn the meeting from time to time; and provided further, that the Secretary shall notify any absent Trustees of the time and place of such adjourned meeting. The act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees.
Section 1. Number.
The officers of the Cooperative shall be a President, Vice President, Secretary and Treasurer, and such other officers as may be determined by the Board of Trustees from time to time, (the offices of Secretary and Treasurer being combined).
Section 2. Election and Term of Office.
The officers shall be elected by ballot, annually by and from the Board of Trustees at the meeting of the Board of Trustees held directly after the annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until the first meeting of the Board of Trustees following the next succeeding annual meeting of the members or until his successor shall have been elected and shall have qualified. A vacancy in any office shall be filled by the Board of Trustees for the unexpired portion of the term.
Section 3. Removal of Officers and Agents by Trustees.
Any officer or agent elected or appointed by the Board of Trustees may be removed by the Board of Trustees whenever in its judgment the best interests of the Cooperative will by served thereby. In addition, any member of the Cooperative may bring charges against an officer by filing such charges in writing with the Secretary, together with a petition signed by ten per centum of the members, and request the removal of the particular officer by reason thereof. The officer against whom such charges have been brought shall be informed in writing of the charges at least five days prior to the meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or parsons bringing the charges against him shall have the same opportunity. The question of the removal of such officer shall be considered sod voted upon at the next regular or special meeting of the members.
Section 4. President.
The President shall: (a) Be the principal executive officer of the Cooperative and unless otherwise determined by the members or the Board of Trustees, shall preside at all meetings of the members and the Board of Trustees; (b) Sign, with the Secretary, certificates of membership, the issue of which shall have been authorized by the Board of Trustees or the members, and may sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the Board of Trustees to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these Bylaws to some other officers or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and (c) In general perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Trustees from time to time.
Section 5. Vice President.
In the absence of the President, or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall also perform such other duties as from time to time may be assigned to him by the Board of Trustees.
Section 8. Secretary & Treasurer.
The Secretary & Treasurer shall: (a) Keep the Minutes of the meetings of the members and of the Board of Trustees in one or more books provide for that purpose; (b) See that all notices are duly given in accordance with these Bylaws or as required by law; (c) Be custodian of the Corporate records and of the seal of the Cooperative and affix the seal of the Cooperative to all certificates of membership prior to the issue thereof and to all documents, the execution of which on behalf of the Cooperative under its seal is duly authorized in accordance with the provisions of these Bylaws; (d) Keep a register of the names and post office addresses of all members; (e) Sign, with the President, certificates of membership, the issue of which shall have been authorized by the Board of Trustees or the members; (f) Have general charge of the books of the Cooperative in which a record of the members is kept; (g) Keep on file at all times a complete copy of the Articles of Conversion and Bylaws of the Cooperative containing all amendments thereto, which copy shall always be open to the inspection of any member, and at the expense of the Cooperative, forward a copy of the Bylaws and of all amendments thereto to each member, and (h) Have charge and custody of and be responsible for all funds and securities of the Cooperative; (i) Be responsible for the receipt of and the issuance of receipts for moneys due and payable to the Cooperative from any source whatsoever, and for the deposit of all such moneys in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of these Bylaws; and (j) In general perform all the duties incident to the office of Secretary & Treasurer and such other duties as from time to time may be assigned to him by the Board of Trustees.
Section 8. Manager.
The Board of Trustees may appoint a manager who may be, but who shall not be required to be, a member of the Cooperative. The manager shall perform such duties and shall exercise such authority as the Board of Trustees may from time to time vest in him.
Section 9. Bonds of Officers.
The Secretary & Treasurer and any other officer or agent of the Cooperative charged with responsibility for the custody of any of its funds or property shall give bond in such sum and with such surety as the Board of Trustees shall determine. The Board of Trustees in its discretion may also require any other officer, agent or employee of the Cooperative to give bond in such amount and with such surety as it shall determine.
Section 10. Compensation.
The powers, duties and compensation of any officers, agents and employees shall be fixed by the Board of Trustees, subject to the provisions of these Bylaws with respect to compensation for Trustees and close relatives of Trustees.
Section 11. Reports.
The officers of the Cooperative shall submit at each annual meeting of the members reports covering the business of the Cooperative for the previous fiscal year. Such reports shall set forth the condition of the Cooperative at the close of such fiscal year.
Section 1. Interest or Dividends on Capital Prohibited. The Cooperative shall at all times be operated on a cooperative non-profit basis for the mutual benefit of its patrons. No interest or dividends shall be paid or payable by the Cooperative on any capital furnished by its patrons.
Section 2. Patronage Capital in Connection with Furnishing Electric Energy.
In the furnishing of electric energy, the Cooperative's operations shall be so conducted that all patrons, members and non-members alike, will through their patronage furnish capital for the Cooperative. In order to induce patronage and to assure that the Cooperative will operate on a non-profit basis the Cooperative is obligated to account on a patronage basis to all its patrons, members and non-members alike, for all amounts received and receivable from the furnishing of electric energy in excess of operating costs and expenses properly chargeable against the furnishing of electric energy. All such amounts in excess of operating costs and expenses at the moment of receipt by the Cooperative are received with the understanding that they are furnished by the patrons, members and non-members alike, as capital. The Cooperative is obligated to pay by credits to a capital account for each patron all such amounts in excess of operating costs and expenses. The books and records of the Cooperative shall be set up and kept in such a manner that at the end of each fiscal year the amount of capital, if any, so furnished by each patron is clearly reflected and credited in an appropriate record to the capital account of each patron, and the Cooperative shall within a reasonable time after the close of the fiscal year notify each patron of the amount of capital so credited to his account. All such amounts credited to the capital account of any patron shall have the same status as though they had been paid to the patron in cash in pursuance of a legal obligation to do so and the patron had then furnished the Cooperative corresponding amounts for capital. Cash settlement of capital credits shall be subject to payment of the consumers' past due indebtedness to the Cooperative, and the amounts of such indebtedness shall be deducted therefrom.
All other amounts received by the Cooperative from its operations in excess of costs and expenses shall, insofar as permitted by law, be (a) used to offset any losses incurred during the current or any prior fiscal year and (0) to the extent not needed for that purpose, allocated to its patrons on a patronage basis and any amount so allocated shall be included as a part of the capital credited to the accounts of patrons, as herein provided. In the event of dissolution or liquidation of the Cooperative, after all outstanding indebtedness of the Cooperative shall have been paid, outstanding capital credits shall be retired without priority on a pro-rata basis before any payments are made on account of property rights of members. If, at any time prior to dissolution or liquidation, the Board of Trustees shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital then credited to patrons' accounts may be retired in full or in part. Any such retirements of capital shall be made in order of priority according to the year in which the capital was furnished and credited, the capital first received by the Cooperative being first retired. Capital credited to the account of each patron shall be assignable only on the books of the Cooperative pursuant to written instruction from the assignor and only to successors in interest or successors in occupancy in all or a part of such patron's premises served by the Cooperative unless the Board of Trustees, acting under policies of general application, shall determine otherwise. In the event that a non-member patron shall elect to become a member of the Cooperative the capital credited to the account of such non-member patron may be applied by the Cooperative toward the payment of a membership fee on behalf of such non-member patron. Notwithstanding any other provision of these Bylaws, the Board of Trustees, at its discretion, shall have the power at any time upon the death of any patron, if the legal representatives of his estate shall request in writing that the capital credited to any such patron be retired prior to the time such capital would otherwise be retired under the provisions of these Bylaws, to retire capital credited to any such patron immediately upon such terms and conditions as the Board of Trustees, acting under the policies of general application, and the legal representatives of such patron's estate shall agree upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby. The patrons of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the Articles of Incorporation and Bylaws shall constitute and be a contract between the Cooperative and each patron, and both the Cooperative and the patrons are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions. The provisions of this Article of the Bylaws shall be called to the attention of each patron of the Cooperative by posting in a conspicuous place in the Cooperative's office.
Section 3. Patronage Refunds in Connection with Furnishing Other Services.
DISPOSITION OF PROPERTY
The Cooperative may not sell or lease all or any substantial portion of its property, unless such sale or lease is authorized at a duly held meeting of the members thereof by the affirmative vote of not less than two-thirds of all the members of the Cooperative, and unless the notice of such sale or lease shall have been contained in the notice of the meeting. The Cooperative may mortgage, by mortgage or deed of trust, pledge, or otherwise encumber, to secure any indebtedness of the Cooperative, all or any substantial portion of its property, assets, and the revenues and income therefrom, from time to time, when authorized by the affirmative vote of a majority of its members at a duly held meeting after proper notice thereof. Provided, however, that the Board of Trustees of the Cooperative, without authorization of the members thereof, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises and permits of the Cooperative, whether acquired or to be acquired, and wherever situated, as well as the revenues and income therefrom, ail upon such terms and conditions as the Board of Trustees shall determine, to secure any indebtedness of the Cooperative to the United States of America, any instrumentality or agency thereof, or to any financing institution organized on a cooperative plan for the purpose of financing its members' programs, projects and undertakings, in which the Cooperative holds membership.
The Corporate seal of the Cooperative shall be in the form of a circle and shall have inscribed thereon the name of the Cooperative and the words Corporate Seal, Alabama".
Section 1. Contracts.
Except as otherwise provided in these Bylaws, the Board of Trustees may authorize any officer of officers, agent or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the cooperative, and such authority may be general of confined to specific instances.
Section 2. Checks, Drafts, Etc.
Except as otherwise provided by law or in these Bylaws, all checks, drafts or other orders for the payment of money, and all notes, bonds or other evidences of indebtedness issued in the name of the Cooperative shall be signed by such officer, officers, agent or agents of the Cooperative and in such manner as shall from time to time be determined by resolution of the Board of Trustees.
Section 3. Deposits.
All funds of the Cooperative shall be deposited from time to time to the credit of the Cooperative in such bank or banks as the Board of Trustees may select.
Section 4. Change in Rates.
Written notice shall be given to the Administrator of the Rural Electrification Administration of the United States of America not less than ninety days prior to the date upon which any proposed change in the rates charged by the Cooperative for electric energy becomes effective.
Section 5. Fiscal Year.
The fiscal year of the Cooperative shall begin on the first day of July of each year and end on the thirtieth day of June of the following year.
Section 1. Membership in Other Organizations.
The Cooperative shall not become a member of or purchase stock in any other organization without an affirmative vote of the members at a duly held meeting, the notice of which shall specify that action is to be taken upon such proposed membership or stick purchase, provided, however, that the Cooperative may upon the authorization of the Board of Trustees, purchase tock in or become a member of any corporation or organization organized on a non-profit basis for the purpose of engaging in or furthering the cause of rural electrification, or with the approval of the administrator of REA, of any other corporation for the purpose of acquiring electric facilities.
Section 2. Waiver of Notice.
Any member or Trustee may waive in writing, any notice of a meeting required to be given by these bylaws. The attendance of a member or Trustees at any meeting shall constitute a waiver of notice of such meeting by such member or Trustee, except in case a member or Trustee shall attend a meeting for the express purpose of objecting to the transaction of any business because the meeting shall not have been lawfully called or convened.
Section 3. Rules and Regulations.
The Board of Trustees shall have power to make and adopt such rules and regulations, not inconsistent with law, the Articles of Incorporation or these Bylaws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative.
Section 4. Accounting System and Reports.
The Board of Trustees shall cause to be established and maintained a complete accounting system which shall conform so long as the Cooperative is indebted to the Government or any agency or instrumentality thereof, to such accounting system as may from time to time be designated by the Administrator of the Rural Electrification Administration of the United States of America. All accounts of the Cooperative shall be examined by a committee of the Trustees appointed by the Board of Trustees which shall render reports to the Board of Trustees at least four times a year at regular meetings of the Board of Trustees. The Board of Trustees shall also after the close of each fiscal year cause to be made a full and complete audit of the accounts, books, and financial condition of the Cooperative as of the end of such fiscal year. Such audit reports shall be submitted to the members at the annual meeting next following the close of such fiscal year.
These Bylaws may be altered, amended or repealed by the members at any regular or special meeting, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal.
- As Amended Through July 22, 2009